If the men act like they got something a little extra at the Pixar commissary, they earned it. The studio’s latest film, “Up,” which they co-directed, is the third biggest box office money maker for the year 2009 (so far). It raked $292 million in the U.S.; $506 million when you add international box office. Now the DVD is hitting the market next week, likely adding a few more hundred million the Magic Kingdom’s revenue stream.

So if Docter and Peterson want to look like cosplay rejects, they earned the right.

After all, as anyone who’s seen the documentary “The Pixar Story” will recall, when the studio had its first megahit back in 1996 with “Toy Story,” Lasseter organized an informal dinner/bull session with his most trusted and experienced employees. Docter was one of them. They sat down and sketched out a series of movies they wanted to do, from “A Bug’s Life” to “Monsters Inc.” and “Finding Nemo” through “WALL-E.” The story of the lonely little robot was the last of them.

“Up” is it’s the first film created by Pixar that was not part of the list. The seed of the idea was generated later, when Docter saw a scribble of an old man holding a bunch of balloons.

“The first pitch to John Lasseter made him cry…with no visuals!” Peterson crows. “Did we think we had the emotional underpinnings of the story! Storywise, we had finally cracked Carl's motivation for escaping life; that he had lived an amazing relationship with his life that ended in something not quite completed. It's a good feeling when you find that nugget of truth in your story. Humor and characters will come in and out of a story, but that nugget will remain.”

It’s not that Pixar hadn’t done films featuring old men in the past. Their equally incredible library of shorts includes one called “Geri’s Game,” about a lonely man who plays chess with himself.

“Geri's Game was great,” Docter recalls. “I got to animate a shot on it and was surprised by the challenge of animating an older guy.

“One of the biggest problems was to break habits we have as animators; we generally try to loosen up movement with things like overlapping action and nice fluid movements. Watching real old men, we noticed there is a stiffness that comes with age; your bones fuse and you tend to be less flexible.

“So we came up with some rules for ourselves: Carl can't turn his head beyond 15-20 degrees without turning his upper torso, for example. He can't raise his arms too high. Then we also wanted to have him grow more flexible at the end, so he transforms into an action hero and rejoins life.”

For those rare Americans who haven’t seen “Up,” the film tells the tale of Carl Frederickson (voiced by Ed Asner). As a child he dreamed of exploring the world’s remote corners like his idol, Carl Muntz (Christopher Plummer). One day, he finds a wrecked house. It’s the secret headquarters of a gangly, red-headed tomboy, Ellie. Like Carl, she’s a rabid fan of Muntz’s daring do. It isn’t long before the two fall in love, marry, buy the house and live domestic bliss; she as a zoo tour guide, he as a balloon salesman.

Life then plays some cruel ironies on the Frederickson’s. They can’t have children. Every time they try to save up and have their own adventure, their Mason jar bank ends up depleted. When they finally get the money together, Ellie goes down with a terminal illness. Carl makes one last desperate attempt to have that last adventure with Ellie, but she dies the day he buys the airplane tickets.

Now Carl lives alone. His neighborhood is being “gentrified” around him, the developers looking for an excuse, any excuse to force him out of his house.

Anyone who’s seen the film openly admits it has to be the darkest sequence to ever come out of Pixar.

“This love story was the spine of the movie,” Peterson admits. “When we develop these films we look for themes that guide us in how we tell the story. As the process of writing progressed, we realized that our main theme was ‘How does a person define adventure?’ Is adventure out there in great deeds, or can it also be between people in the small moments that make up a life. Carl and Ellie's love story helped us tell that theme; that small moments lead to a life's adventure.”

“I personally like the part we call ‘Married Life,’ says Docter, “the wordless section showing Carl and Ellie's life together. I think it plays to the strengths of film and animation in general, letting the visuals tell the story. It seems to hit home for people. The bookend to this sequence is also one of my favorites, where Carl looks through Ellie's adventure book. I relate most to Carl. I find myself griping about how they changed this or that, or how music these days is a bunch of noise. I'm going to make an excellent old man.

“I had a grandfather who always wanted to go west from Ohio, but never got the chance. I had the foresight to videotape my grandparent's home after they had passed 20 years ago. There are the side by side chairs - one soft and one hard which absolutely paralleled who they were as people. Many of our life experiences with our wives and children were put into play in the script, and of course living with our dogs gave us great insight into dog behavior!

“That was probably the scene I'm most proud of in the film,” Docter continues regarding ‘Up’s biographical introduction. “It came into play early as we developed the story of this guy floating away in his house, and we asked ourselves, ‘Why is he doing that?’ We figured there was some sort of loss or unfulfilled dream that he was trying to make right, and so we came up with the back-story of Carl and his wife.

“We initially constructed it as a compressed series of small short scenes, with dialogue and sound effects. Little snippets of life. Bob wrote it. When Ronnie del Carmen started to storyboard it, we felt like it would be nice to reduce it, simplify it, and take the dialogue out.

“My parents shot a lot of Super 8 movies of our family growing up. Watching them now, there's something really emotional about not having any sound. That allows, I think, the audience to participate more actively and kind of imagine, ‘What are they talking about there?’ or ‘what happened right before this moment?’ That feeling was all part of what went into that scene...these really little beautiful real-life moments showing the highs and lows of life. Carl's true adventure…their relationship together.”

Docter acknowledges it took him five years to make “Up.” The designing of Carl Frederickson therefore, was one of the most important components of the movie.

“We looked at Spencer Tracy, Walter Matthau, James Whitmore,” says Docter, “as well as our own grandparents. For Muntz we modeled him on strong, 30's era adventurous types, Errol Flynn and Walt Disney were two inspirations, as well as real life adventurers like Roald Amundsen and Percy Faucett.”

Inspiration is one thing, actually putting pencil to paper and creating the character is another. It doesn’t take much of a trained eye to see that Frederickson is built around a series of squares. He has a cubic head, cubic torso, even his legs, arms, hands and feet fit smoothly into rectangles. Wilderness Explorer and Carl’s unexpected travelling companion Russell is as round as the balloons the old man sold.

“Rick Nierva, who is our head artist, is a big fan of creating characters whose shapes give clues as to their personalities,” noted Peterson. “A cube is not something that rolls or moves fast--it is very stable--perfect for Carl. Carl is represented by a square shape. A circle can roll and move fast. [That’s] great for Russell.

“Charles Muntz in story terms is ‘Carl Frederickson at the end of the line.’ In other words, if Carl had made it to Paradise Falls without accepting others into his life, then he would have gone crazy, wallowing in his unfinished quest. So as far as shape language, Muntz is a "collapsed square." He ends up having more diamond shapes as if a square has collapsed upon itself.

“The more realistic we go with our characters,” says Peterson, “the less appealing they become because humans have the great ability to discern what is real in a human face and what is not. Basing characters on shapes caricatures them, moves them away from reality, and in a way let's the audience' left brain relax so that they can be more involved with the emotional journey of the characters.”

Then there was the matter of finding Carl’s voice. Apparently that was one of the few easy decisions with Ed Asner.

“Once Pete and I had arrived at the idea of doing an Old Man movie, the thought of Ed Asner came fairly early on,” says Peterson. “Good casting at Pixar is an exercise of balance. Woody in ‘Toy Story’ could have been perceived as unappealing when he was jealous of Buzz if we had the wrong voice for him, but Tom Hanks brings such a natural appeal that he balanced any of Woody's negatives. The same with Ed Asner. Ed's soulfulness balanced his curmudgeon side. When Ed saw the small statue of his character when he came in to read for us he said ‘It looks nothing like me!!!’ in a cranky, tongue in cheek way. We knew from that, that Ed was the perfect voice for Carl.”

To continue, Frederickson manages to drum up one last bit of resistance regarding the land developers. When his temper gets the best of him, the land pirates use the courts to force him into a retirement settlement. Rather than suffer one last final indignity, in the middle of the night Carl inflates a few hundred thousand helium balloons. When the retirement community thugs come to take Carl away, they get to see the house float off into the sky, Frederickson steering the house for South America.

Of course, what Carl doesn’t know is he has an uninvited guest. Russell is a Wilderness Explorer out to earn his last merit badge. To earn it he must assist an elderly man, and he’s going to assist Frederickson even if it kills one of them. The house’s take off nearly does kill the boy, but at the last moment Frederickson relents and lets the boy come on board.

One epic thunderstorm later, the unlikely duo wind up in Venezuela, in one of the darkest, least explored areas on the world.

For Docter, Peterson and their key crew, this meant following in the footsteps of Uncle Walt and El Grupo. The big difference there was Disney went to such civilized cities as Buenos Aires and Rio de Janiero. The Up crew went to lands even the natives rarely, if ever set foot. As documented in the DVD set, Docter and company took their show to the northern climbs of South America.

“Doing research is one of the best parts of working on these films,” starts Docter. “One day we brought in an ostrich. It was cool to see an ostrich running around on the front lawn here. And of course the film was a great excuse to bring in our dogs. We also went to a few Old Folks homes. We formed a band. We played Tin Pan Alley type tunes and went in to a local retirement home to play for them. As we were up there, all of us were secretly taking mental notes and doing sketches behind our ukuleles. It was great -- we got good research, and they said we were the best act to play there in months!”